The Board Members
 

The board members, elected by shareholders, possess various professional specialties and substantial experiences. Currently, no female is in the board, and the average age of the board members is 71. The education backgrounds and experiences of the board members are summarized as follow: The duties of the board are to supervise, direct, and assign/dismiss the management, in order to ensure the operations of the Company and create the best interests for shareholders. We have 9 board members, and they are all nominated and elected by the shareholders. For all of the board members are professional and experienced, they can provide valuable strategic directions for the Company’s future developments. In order to strengthen the independence and diversity of corporate governance, we currently have 3 independent board members despite all of them are male. The education backgrounds and experiences of the board members are summarized as follow:

Kuo-Chun Chiang	Name	Education Background	Experience Background	Current Concurrent Posts
Chairperson	Chia-Chau Wu	National Cheng Chi University, Department of Business Administration	President of Nan Ya Plastics Corp.	Chairperson of Nan Ya Plastics Corp. Chairperson of Nan Ya Tech Corp.
Director	Wen-Yuan Wong	University of Houston, Graduate Institute of Industrial Engineering University of Houston, Graduate Institute of Chemical Engineering	Chairperson of Chinese National Federation of Industries Chairperson of Formosa Chemicals & Fibre Corp.	Chairperson of Taiwan Textile Federation Chairperson of Formosa Taffeta Corp.
	Ming-Jen Tzou	National Institute of Technology, Department of Chemical Engineering	Executive Vice President of Nan Ya Plastics Corp.	President of Nan Ya Plastics Corp. Board Member of Nan Ya Tech Corp.
	Ann-De Tang	National Taiwan Institute of Technology, Department of Electrical Engineering	Vice President of Nan Ya PCB Corp.	President of Nan Ya PCB Corp.
	Liang-Rey Lu	National Taiwan Institute of Technology, Department of Chemical Engineering	Associate Vice President of Nan Ya PCB Corp.	Vice President of Nan Ya PCB Corp.
	Kuo-Chun Chiang	National Central University, Master's in Business Management	Associate Vice President of Nan Ya PCB Corp.	Vice President of Nan Ya PCB Corp.
Independent Director	Ta-Sheng Lin	Texas Southern University, Master of Science in Chemistry	Current Chairperson of China Electronic Former Supreme Advisor at PPG Industries Taiwanese Branch	Chairperson of CLP Investment Corp. Board Member of CLP Corp.
	Xue-Ren Jian	Massachusetts Institute of Technology, Master of Science in Chemistry Engineering	Chairperson at Vanguard International Semiconductor Corp.	Chairperson of Fuchu Construction Corp. Independent Director of InfoComm. Board Member of Ultra Chip Inc. Independent Director of IEMC.Inc.
	Shui-Chi Chuang	Chinese Culture University, Master's of Science in Economics	Director-General of the Customs Administration, Ministry of Finance Deputy Director-General of the Customs Administration, Ministry of Finance Chief of Taipei Customs, Customs Administration, Ministry of Finance	N/A

To further understand the Disclosure of Information on Directors’ Professional Qualifications and Independence of Independent Directors in 2023.

The Diversification and Indecency of the Board
 

The nomination and election of the board member are based on the Article of Incorporation. In addition to the evaluating the nominees’ education backgrounds and experiences and referring to stakeholders, we follow the Rules of the Board Election and the 20th article of Principles of Corporate Governance to ensure the diversification among board members, regardless of genders and nationalities. The goal is set for at least five directors to have experience in the technology industry, at least five directors to have experience in two other industries, and at least five directors to possess professional abilities such as business management, leadership decision-making, industry knowledge, an international perspective, and financial analysis. Among the current nine directors, eight of nine have technology industry experience, five of nine have experience in two other industries, and eight of nine possess all the required professional abilities, thereby meeting the target. The directors not only rely on the professional judgment in leadership decisions, but also equip with extensive business management skills, diversified industry experiences or expert financial analysis skills, in order to enhance the independence and diversity of corporate governance. The board's diversity policy is implemented as follows:

To further understand the succession plans of the Company’s board members and crucial management, and qualification and independence of the board.

 

Resolutions of Board Meetings
 

Historical Resolutions of Board Meetings:

2023

2022

2021

2020

2019

2018

2017

2016

2015

2014

2013

2012

Board Member Election
 

The Board and Independent Director Candidate Nomination
According to the 13^th code in the Article of Incorporation, the Company assigns 9 directors, including independent directors, who are elected through the candidate nomination and by shareholders,can be re-elected.

The Election for Board and Independent Directors in the Shareholder Meeting in 2023
The Announcement of the period of accepting the board and independent director nomination: 
l According to the code of 192-1 in Company Act and the Company’s Board Members Election Rules, the announcement of the regular shareholders' meeting on March 7, 2024. The adoption of a candidate nomination system for the election of directors (including independent directors) is stated that the current election of directors and independent directors will be based on a candidate nomination system. Shareholders who issue more than 1% of the total number of shares can submit the candidates list for directors (including independent directors) to the company via hard copies.
l The shareholder who wants to nominate as director should submit the name, education and work experience of the nominee from March 20 to March 29, 2023. Meanwhile, serving as an independent director of the company for three consecutive terms and the reasons for the nomination is required. Independent directors shall also attach supporting documents such as a declaration of professional qualifications, independence, and part-time restrictions. Documents must send by registered mail to the Company's Equity Affairs Department. Address: No. 210, Dunhua N. Rd., Songshan Dist., Taipei City (Starting from October 16,2023, the new address will be: 10F., No. 380, Sec. 6, Nanjing E. Rd., Neihu Dist., Taipei City), Tel: 02-27189898.

The Announcement of the Acceptance for the Directors and Independent Directors Nomination Period
The Board of Directors approved the list of candidates on April 12, 2023: 
l During the period of the announcement acceptance, from March 20 to March 29, 2023, the company's corporate director, NanYa Plastics Industry Co., Ltd, proposed a list of 9 candidates for directors (including independent directors).
l The second board meeting in 2023 was held on April 12, 2023 to review the candidates proposed by the aforementioned corporate shareholders. During the announcement acceptance period, the aforementioned jointly nominated shareholders proposed candidates with the same number of directors (including independent directors) to be elected this time. A list of candidates whose joint shareholdings reached more than 1% on March 25, 2023, the same date when the stock transfer was closed. The candidate’s name, education and work experience should be stated in the nomination letter.

l The information submitted by the 9 nominees all complies with the provisions of Code 192-1 of the Company Law and Article 13 of the Company's Articles of Association. They are all included in the list of candidates for directors (including independent directors) at the 2023 regular meeting of shareholders. Announcement has been released to the public according to the law on April 12, 2023.

The Qualification Review of the Board and Independent Directors
l During the accepting period, no shareholders who own more than 1% of the Company’s shares handed in nomination lists. Therefore, the 9 nominees from the the board meeting on March
       18^th 2020 were entering the directors and independent directors list of the Company’s 2020 Shareholder Meeting. It has been announced on April 6^th 2020.

The Status of Communication with Independent Board Member
 

 The Status of Communication between Independent Directors and Accountants:
l At least once a year the Company discussed with accountants about the financial status, operation, and internal auditing of the Company and the domestic or overseas subsidiaries, and reported to the
    independent directors. The communication was sufficient toward the influences from adjustments in entries or amendments in laws. If necessary, whenever the meeting can be held.
l Inspectors appointed accountants to review the statements compiled and submitted by the board, and issued the auditing report required by the law.

The Status of Communication between Independent Directors and Superiors of Internal Auditing:
l The development and amendment of implementation rules for internal control and auditing of the Company.
l The auditing of the effectiveness of the Company’s internal control systems.(Issuing statements)
l The Auditing Department of the Company periodically issued internal auditing reports and submitted them to independent directors to review.
l Before the end of every fiscal year, the Auditing Department submitted internal auditing plans for the next year to the board for approval.
l Independent directors at least once a quarter had a meeting with the superiors of internal auditing to communicate and issue reports toward the status of internal auditing and control implementation in the
       Company. If necessary, whenever the meeting can be held.

The Summaries of the independent Communication Status among Independent Directors, Accountants, and Superiors of Internal Auditing:

Date	Channel	Participants	Object	Result
November 2nd, 2023	Communication Meeting	Xue-Ren Jian (Independent Board Member)	3Q23 Financial Report Comments and other communication matters	Adequate
		Ta-Sheng Lin (Independent Board Member)
		Shui-Chi Chuang (Independent Board Member)	The aspects to be improved in the internal reports from January ~ June 2023.	Adequate
		Guo-Jun Ai (Internal Auditing Supervisors)
		Huei-Jhih Kou (Accountant)	The 2024 internal auditing plan report	Adequate

The Summaries of the Communication Status among Independent Directors, Accountants, and Superiors of Internal Auditing:

Date	Channel	Communication Target	Object	Result
February 24th, 2023	Audit Committee	Accountants	The explanation for the opinion and communication of the 2022 financial reports	Pass
February 24th, 2023	Audit Committee	Internal Auditing Superiors	The 2022 proposition of  internal control system declaration	Pass
February 24th, 2023	Board Meeting	Internal Auditing Superiors	November and December 2022 auditing plan implementation status report	Adequate
February 24th, 2023	Board Meeting	Internal Auditing Superiors	The 2022 proposition of internal control system declaration	Pass
April 12th, 2023	Audit Committee	Internal Auditing Superiors	Request approval from the regular shareholders meeting to lift directors’ non-competition restrictions	Pass
April 12th, 2023	Board Meeting	Internal Auditing Superiors	January and Febuary 2023 auditing plan implementation status report	Understood
April 12th, 2023	Board Meeting	Internal Auditing Superiors	Request approval from the regular shareholders meeting to lift directors’ non-competition restrictions	Pass
May 4th, 2023	Pre-meeting	Internal Auditing Superiors	2022 Corporate Governance Assessment Results Report	Understood
May 4th, 2023	Audit Committee	Accountants	The explanation for the opinion and communication of the 2023 Q1 financial reports	Pass
May 4th, 2023	Audit Committee	Internal Auditing Superiors	Revised "Internal Control System" and "Internal Audit Implementation Rules"	Pass
May 4th, 2023	Board Meeting	Internal Auditing Superiors	March 2022 auditing plan implementation status report	Understood
May 4th, 2023	Board Meeting	Internal Auditing Superiors	Revised "Internal Control System" and "Internal Audit Implementation Rules"	Pass
May 23th, 2023	Board Meeting	Internal Auditing Superiors	2022 Improvement of internal control system deficiencies and abnormal status report	Understood
August 3rd, 2023	Audit Committee	Accountants	The explanation for the opinion and communication of the 2023 H1 financial reports	Pass
August 3rd, 2023	Board Meeting	Assistant Internal Auditing Superiors	2023 Q2 auditing plan implementation status report	Understood
November 2nd, 2023	Board Meeting	Internal Auditing Superiors	2023 Q3 auditing plan implementation status report	Understood
November 2nd, 2023	Board Meeting	Internal Auditing Superiors	Formulate the 2024 internal audit plan	Pass